AmRest Holdings SE Capital Group · Description of the Company I-3 3. ... wo rk optimalization and process AmRest actions also includ further ... customers a wide selection of excellent

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Part I_Directors’ Report AmRest Holdings SE Report for the First Half of 2009

AmRest Holdings SE Capital Group

Report for the First Half of 2009

31 August 2009

(translation only)

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Wszystko jest moŜliwe!

Wszystko Jest MoŜliwe!

AmRest Holdings SE Report for the First Half of 2009

1. Part I – Directors’ Report

2. Part II – Supplement to Directors’ Report

3. Part III – Selected Financial Data

4. Part IV - Auditor’s Report

5. Part V – Stand-alone Financial Statement (Attachment)

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Part I Directors’ Report

Content:

1. Selected financial and operational results of AmRest – summary I-2

2. Description of the Company I-3

3. Management and Supervisory bodies of the Company I-12

4. Information important for the assessment of the Company’s personnel, economic and financial position as well as its financial result I-13

5. Planned investment activities and assessment of their feasibility I-18

6. External and internal factors material for the development of the Company in 2009 I-19

7. Basic risks and threats to which the Company is exposed I-20

8. The Company’s development directions and strategy I-24

9. Management representations I-26

1. Selected financial and operatio

060

120180240300360420480

Number of AmRest restaurants

Poland

181

Czech

Republic

65Hungary

22

Russia 55

Bulgaria 4

Serbia 2

USA 104

Number of AmRest

restaurants by countries

Part I_Directors’ Report AmRest Holdings SE Report

Selected financial and operational results of AmRest – summary

61

162 13

2007 2008 31.08.2009

Number of AmRest restaurants

in 2007-2009

Number of net openings

Poland

181

Number of AmRest

restaurants by countries

KFC 213

freshpoint

7

Burger

King 18

Starbucks

11

Pizza Hut

76

Rodeo

Drive 4

Applebee's

104

AmRest portfolio

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Holdings SE Report for the First Half of 2009

summary

KFC 213

freshpoint

AmRest portfolio - brands

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2. Description of the Company

2.1. Basic services provided by the Group

AmRest Holdings SE (“AmRest”) manages 7 restaurant brands in 7 countries of Central and Eastern Europe, and North America. Every day over 18 thousand AmRest employees deliver craveble taste and exceptional service at affordable prices, in accordance with our corporate culture - “Wszystko Jest MoŜliwe!”.

AmRest manages its restaurants in two restaurant sectors: Quick Service Restaurants (QSR) – KFC, Burger King, Starbucks and freshpoint, and Casual Dining Restaurants (CDR) – Pizza Hut, Applebee’s and Rodeo Drive. In the third quarter of 2008 the Company’s portfolio was enlarged to include a new brand, Applebee’s, and a new market – the United States of America, was added to Poland, the Czech Republic, Hungary, Russia, Serbia and Bulgaria.

AmRest restaurants provide on-site catering services, take away services, drive-in services at special sales points, and deliveries for order placed by telephone. The AmRest restaurant menus include brand dishes prepared from fresh products in accordance with original recipes and with KFC, Pizza Hut, Burger King, Starbucks and Applebee’s chain standards, and dishes prepared based on proprietary ideas (freshpoint and Rodeo Drive).

AmRest has business partnership with several of the world’s franchisors and, for the KFC and Pizza Hut brands, is the franchisee of Yum! Brands Inc. Burger King restaurants also operate on a franchise basis following from an agreement concluded with Burger King Europe GmbH. Starbucks restaurants are opened by joint-venture companies AmRest Coffee (82% AmRest and 18% Starbucks), which have the rights and licences to develop and manage Starbucks restaurants in Poland, the Czech Republic and Hungary. Applebee’s restaurants also operate on a franchise basis, in accordance with the agreement with Applebee’s International, Inc. Rodeo Drive and freshpoint are AmRest’s proprietary brands, therefore sales in those restaurants are not encumbered with franchise fees.

a) Restaurants in the Quick Service Restaurants (QSR) segment

KFC is a quick service restaurant network serving various dishes based on the unique flavour of chicken. The largest part of KFC products sold are sets comprising various pieces of chicken in the traditional Kentucky version, based on the original Colonel Sanders recipe, and in the hot version - Hot&Spicy. Hot Wings are also a product which is characteristic for KFC. KFC also offers fresh salads, which vary depending on the season, cakes and desserts, hot and cold drinks. The chicken prepared in KFC is freshly marinated and crumb-coated every day at the restaurant, which gives the highest quality flavour and quality of the served dishes. Suppliers of chickens to KFC meet the highest EU standards and products are delivered to each restaurant many times during the week.

The first half of 2009 was very successful for KFC situation, KFC restaurants strengthened produccompetitive compositions werechoose among four different side product.

During the first half of 2009, free refill restaurants. Free refill offer gained a lot of interest among guests and currently is one of the most important brand differentiator. product – „Mojito”, unique nonintroduction.

First six months of 2009 were also a continuation of in previous years, including psimplification to provide th best service to the guests. growth of KFC brand. 11 restaurants were opened in 2009. field, operational enhancement together with marketing campaign are solid foundations for future growth of KFC AmRest.

KFC is one of the largest partners of the Corporate Social Responsibility foundation. 1% of its profits each month is earmarked for charity purposes related to improving the lives of the most underprivileged children in North

AmRest currently operates 213 KFC restaurants, 102 in Poland, 53 in Hungary, 38 in Russia, 2 in Ser

Burger King comprise over 11throughout the world. About 90 % of all BURGER KING® restaurants are owned by independent franchisees.guests visit a Burger King restaurants all over the world.

AmRest is very effective at reaching the target group of purchasers from the quick service restaurant sector (men between 18 and 35) by offering larger and tastier burgers, which are flame grilled.


was very successful for KFC AmRest. Facing global financial situation, KFC restaurants strengthened product offer in price category.

compositions were offered to KFC guests. Unique B-Smart offer enabled to different sets of most popular chicken items along with additional on

During the first half of 2009, free refill of Pepsi’ family drink was introduced in KFC offer gained a lot of interest among guests and currently is one of and differentiator. Beverage offer was also enhanced by new KFC

nique non-alcohol drink that has enjoyed great popularity since the

First six months of 2009 were also a continuation of several innovative initiavies s, including product offer enhancement, work optimalization and process

simplification to provide th best service to the guests. AmRest actions also includ further 11 restaurants were opened in 2009. New initiatives on recruitment

field, operational enhancement together with marketing campaign are solid foundations for future growth of KFC AmRest.

KFC is one of the largest partners of the Corporate Social Responsibility foundation. 1% each month is earmarked for charity purposes related to improving the lives

of the most underprivileged children in North-West Poland.

AmRest currently operates 213 KFC restaurants, 102 in Poland, 53 in Czech Republic, 2 in Serbia and 2 in Bulgaria.

er 11 200 restaurants in over 74 countries throughout the world. About 90 % of all BURGER KING® restaurants are owned by independent franchisees. Every day, over 11 million guests visit a Burger King restaurants all over the world.

AmRest is very effective at reaching the target group of purchasers from the quick service restaurant sector (men between 18 and 35) by offering larger and

which are flame grilled. In accordance with the slogan “Have It Your

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Facing global financial n price category. New, price

Smart offer enabled to items along with additional on-

was introduced in KFC offer gained a lot of interest among guests and currently is one of

hanced by new KFC enjoyed great popularity since the

innovative initiavies started rk optimalization and process

AmRest actions also includ further New initiatives on recruitment

field, operational enhancement together with marketing campaign are solid foundations

KFC is one of the largest partners of the Corporate Social Responsibility foundation. 1% each month is earmarked for charity purposes related to improving the lives

in Czech Republic, 16

from the quick service restaurant sector (men between 18 and 35) by offering larger and In accordance with the slogan “Have It Your

Way”, Burger King customers may make up their own burgers according to their fancy and culinary tastes. BURGER KING®WHOPPER®, to a wide assortment of salads, chicken sandwiches, King Wings, pieces of chicken and desserts.

In H1 2009, Burger King AmRest introduced several new product promotions that were well received by Burger Kingchicken sandwich, as well as several exciting variations of Burger King’s flagship burger, the WHOPPER®. In addition, a new menu core item, Fusion desserts, was launched has been permanently included

Currently, AmRest operates Republic, and 2 in Bulgaria.

Starbucks is a global leader in the coffee sector and operates over 14 thousand stores. AmRest Coffee (a Joint Venture between Starbucks Coffee International and AmRest Holdings) currently operates Starbucks stores in Poland and Czech Republic. AmRest’s experience in Central and Eastern Europe, the high quality of its operations, a developed network of suppliers and the global domination of Starbucks in the fast growing coffee segment constitute a unique synergy which AmRest Coffee uses introducing the Starbucks brand on Central and East European markets. AmRest Coffee companies were established on three markets taken into consideration in the development agreement Czech, Polish and Hungarian.


Way”, Burger King customers may make up their own burgers according to their fancy and culinary tastes. BURGER KING® offers a rich menu – from the brand’s flag product,

a wide assortment of salads, chicken sandwiches, King Wings, pieces of

AmRest introduced several new product promotions that were Burger King guests, including a competitive value meal, a premium

well as several exciting variations of Burger King’s flagship burger, . In addition, a new menu core item, Fusion desserts, was launched

included in restaurant offer.

Currently, AmRest operates 18 Burger King restaurants, 14 in Poland,

Starbucks is a global leader in the coffee sector and operates over 14 thousand stores. Coffee (a Joint Venture between Starbucks Coffee International and AmRest

Holdings) currently operates Starbucks stores in Poland and Czech Republic. AmRest’s experience in Central and Eastern Europe, the high quality of its operations, a developed

k of suppliers and the global domination of Starbucks in the fast growing coffee segment constitute a unique synergy which AmRest Coffee uses introducing the Starbucks brand on Central and East European markets. AmRest Coffee companies were

three markets taken into consideration in the development agreement Czech, Polish and Hungarian.

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Way”, Burger King customers may make up their own burgers according to their fancy from the brand’s flag product,

a wide assortment of salads, chicken sandwiches, King Wings, pieces of

AmRest introduced several new product promotions that were including a competitive value meal, a premium

well as several exciting variations of Burger King’s flagship burger, . In addition, a new menu core item, Fusion desserts, was launched and

Poland, 2 in Czech

Starbucks is a global leader in the coffee sector and operates over 14 thousand stores. Coffee (a Joint Venture between Starbucks Coffee International and AmRest

Holdings) currently operates Starbucks stores in Poland and Czech Republic. AmRest’s experience in Central and Eastern Europe, the high quality of its operations, a developed

k of suppliers and the global domination of Starbucks in the fast growing coffee segment constitute a unique synergy which AmRest Coffee uses introducing the Starbucks brand on Central and East European markets. AmRest Coffee companies were

three markets taken into consideration in the development agreement –

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The first half of 2009 was highlighted by the widely anticipated launch of Starbucks on the Polish market. First store opening, by Nowy Świat in Warsaw, gained a lot of interest from journalist. One week later, second opening in the city of Wroclaw took place. Both openings were very well regarded and generated favorable interest from the media and local community. Starbucks Experience – the combination of exceptional coffee, legendary customer service, and relaxing atmosphere– had finally made it to Poland.

During the first half of 2009, the primary focus of operations was on successfully launching the brand into Poland and handling the high customer volumes in store associated with the opening. In the Czech Republic, meanwhile, the ninth Starbucks store was opened in that country, as the brand continued its steady development. AmRest Coffee relies on the passion and energy of its “Partners” (Starbucks name for its employees) to actively engage with their local community, by supporting local youth education efforts.

In subsequent periods, AmRest Coffee will continue development of Starbucks in both Poland and Czech, with upcoming but as yet-unannounced time frame for Hungary, focusing on identification of favorable locations and achieving continually improving economies of scale. Currently AmRest Coffee operates 11 Starbucks stores, 9 in the Czech Republic and 2 in Poland.

The network of freshpoint restaurants offers its customers a wide selection of excellent sandwiches straight from the oven, prepared to the order and in the presence of the customer. It is a fresh and healthy alternative for having a meal away from home. Freshpoint offers a range of more than ten types of sandwiches with a choice of four types of bread filled to the top with juicy meats, fresh and crunchy vegetables and excellent sauces.

Facing customer expectations, in the first half of 2009, sandwich product offer was enhanced by new bread type – tortilla. New compositions with this product gained great popularity among guests and were permanently included in freshpoint offer. Emphasizing healthy nutrition style more of our products have been grilled. In the first half of 2009 Fresh&Grill promotion was highly recognized by customers. In beverage category, popular in spring and summer season, smoothy type drinks, were reintroduced to freshpoint menu. All freshpoint products are items from sandwiches, salads&smoothies category.

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The freshpoint restaurant network consists of 6 restaurants in Warsaw and 1 in Wrocław. AmRest decided to discontinue the brand’s further development until the results of the existing restaurants achieve a satisfactory level and until the new markets and new AmRest, Burger King and Starbucks brands achieve their critical mass. Despite the fact, that freshpoint results Has improved Since the beginning of 2009, they still haven’t reached satisfactory level. Next months priority for freshpoint is further improvement of financial results.

b) Restauracje segmentu Casual Dining Restaurants (CDR)

Applebee’s Neighborhood Grill & Bar is the largest casual dining chain in the world, featuring neighborhood-themed restaurants that deliver outstanding American fare at an excellent value, in a comfortable, welcoming atmosphere. The décor features memorabilia from local schools, organizations, historical events and area sports teams, and restaurants support their communities via local marketing and charitable efforts.

During the first half of 2009, Applebee’s remained focused on value and food quality. New products were frequently added to the line-up to offer more choice to the Guests. The most popular items were offered in unique combos emphasizing the quality and the value for the good price.

In addition, Applebee’s launched ground beef burgers, variety of flavors of beverages promoted in Applebee’s restaurants were also v

There are currently more than 1,900 Applebee’s in the world, with about 80% franchiseowned. AmRest currently operates 104 Applebee’s in eight U.S. states

Pizza Hut is one of the largest chains of casual dining restaurants in Central and Eastern Europe. It is inspired by Mediterranean cuisine, and promotes the idea of sharing excellent food with friends and relatives in a carefree atmosphere. The brand stra“Excellent product, exceptional hospitality, each time” defines the top priorities of the brand.

In the first half of 2009, Pizza Hut menu was enhanced by thNew, third type of pizza - Seven compositions of new pizzapopularity among guests and has been permanently included in Pizza Hut offer. with success of new items, traditionaprepared pastas (among other things, and creamy mini-desserts were still

First months of 2009 has beenintroduces new principles for recruiting and training. The new role definition of customer service employees, advanced service techniques and a programpromoting hospitality and revision of service standards are only a fewelements of the project that are aimed at building a longthe customer service area.


In addition, Applebee’s launched new items to the menu offering new line of variety of flavors of mini sandwiches and speciality salads. New

beverages promoted in Applebee’s restaurants were also very popular among Guests

There are currently more than 1,900 Applebee’s in the world, with about 80% franchiseowned. AmRest currently operates 104 Applebee’s in eight U.S. states.

Pizza Hut is one of the largest chains of casual dining restaurants in Central and Eastern Europe. It is inspired by Mediterranean cuisine, and promotes the idea of sharing excellent food with friends and relatives in a carefree atmosphere. The brand strategy summarized in the slogan “Excellent product, exceptional hospitality, each time” defines the top

In the first half of 2009, Pizza Hut menu was enhanced by the new main dishes category. Neapolitana, was also introduced in Pizza Hut

Seven compositions of new pizza, prepared with classic, Italian ingredientpopularity among guests and has been permanently included in Pizza Hut offer. with success of new items, traditional pan pizzas, salad bar, and a wide range of freshly prepared pastas (among other things, MoltoBene), baked pastas, fresh

were still very popular.

9 has been also a continuation of “Hospitality”new principles for recruiting and training. The new role definition of customer

service employees, advanced service techniques and a program for assessing and promoting hospitality and revision of service standards are only a fewelements of the project that are aimed at building a long-term competitive advantage in

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items to the menu offering new line of fresh, and speciality salads. New popular among Guests.

There are currently more than 1,900 Applebee’s in the world, with about 80% franchise-

Pizza Hut is one of the largest chains of casual dining restaurants in Central and Eastern Europe. It is inspired by Mediterranean cuisine, and promotes the idea of sharing excellent food with friends and relatives in a

tegy summarized in the slogan “Excellent product, exceptional hospitality, each time” defines the top

e new main dishes category. Pizza Hut restaurants.

talian ingredients gained great popularity among guests and has been permanently included in Pizza Hut offer. Along

and a wide range of freshly MoltoBene), baked pastas, fresh made lemonade

“Hospitality” program, that new principles for recruiting and training. The new role definition of customer

for assessing and promoting hospitality and revision of service standards are only a few of the basic

term competitive advantage in

Brand activities in first months of the year also include appearance in TV communication platform with the brand image campatmosphere.

During the first half of 2009, 3 restaurants were addeRest currently operates Total of Hungary.

Rodeo Drive (American Bar&Grill) is a restaurant for the true adventurers, who are looking for exceptional service and a unique atmosphere. Rodeo Drive is a place where you can eat lunch, hold a business meeting and an evening party with friends and family. The décor of the restaurant refers to the tradition of the Wild West wooden benches, tables, beams on the ceiling, stone elements on the walls, “ranch” gadgets: hats, saddles, cart wheels. In our the Wild West, from magnificent entrées, e.g. Texan Wings, through steaks, burgers, to desserts.

The first half of 2009 passed by at Rodeo Drive under the motto of grilling and the promotions of the most popular productsgrilled Rodeo Drive steaks and new menu items, along with desserts, gained great popularity. In addition, Sheriff’s new menu promotion,market Blackened Burger was developed and, as expected, gained great popularity among guests. New menu items that enjoyed the most interest, will be included in restaurant offer.


Brand activities in first months of the year also include appearance in TV communication platform with the brand image campaign focused on menu diversity and casual dining

f 2009, 3 restaurants were added to Pizza Hut AmRest chain, Am Rest currently operates Total of 72 restaurants, 51 in Poland, 15 in Russia and 6 in

Rodeo Drive (American Bar&Grill) is a restaurant for the true adventurers, who are looking for exceptional service and a

Rodeo Drive is a place where you can eat lunch, hold a business meeting and an evening party with

. The décor of the restaurant refers to the tradition of the Wild West wooden benches, tables, beams on the ceiling, stone elements on the walls, “ranch” gadgets: hats, saddles, cart wheels. In our 4 restaurants guests may taste dishes from

, from magnificent entrées, e.g. Texan Wings, through steaks, burgers, to

passed by at Rodeo Drive under the motto of grilling and the the most popular products. “Play with fire” promotion included famous

rilled Rodeo Drive steaks and new menu items, along with desserts, gained great Sheriff’s new menu promotion, and unique in Polish and Czech

market Blackened Burger was developed and, as expected, gained great popularity New menu items that enjoyed the most interest, will be included in

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Brand activities in first months of the year also include appearance in TV communication aign focused on menu diversity and casual dining

d to Pizza Hut AmRest chain, Am 72 restaurants, 51 in Poland, 15 in Russia and 6 in

. The décor of the restaurant refers to the tradition of the Wild West – wooden benches, tables, beams on the ceiling, stone elements on the walls, “ranch”

4 restaurants guests may taste dishes from , from magnificent entrées, e.g. Texan Wings, through steaks, burgers, to

passed by at Rodeo Drive under the motto of grilling and the . “Play with fire” promotion included famous

rilled Rodeo Drive steaks and new menu items, along with desserts, gained great and unique in Polish and Czech

market Blackened Burger was developed and, as expected, gained great popularity New menu items that enjoyed the most interest, will be included in

4% 10%

47%

40%

QSR (KFC Poland)

Primary

Secondary

High school

Higher education

Currently, Rodeo Drive restaurants are operating in Warsaw, Wrocław, Poznań and

2.2. Our Guests

AmRest products are directed to a wide circle of individual clients via a chain of restaurants located in Poland, the Czech Republic, Hungary, Russia, Serbia, Bulgaria, and the USA, mainly located in cities or in their vicinity. The graphs below show client profby education, occupation and gender in the QSR and CDR segment on the basis of KFC AmRest and Pizza Hut AmRest restaurants operating on the Plish market.

a) Education

b) Occupation

c) Gender

6%

3%


4% 9%

44%

43%

CD (PH Polska)

Primary

Secondary

High school

Higher education

QSR (KFC Poland)

Primary

Secondary

High school

Higher education

Currently, Rodeo Drive restaurants are operating in Warsaw, Wrocław, Poznań and

products are directed to a wide circle of individual clients via a chain of restaurants located in Poland, the Czech Republic, Hungary, Russia, Serbia, Bulgaria, and the USA, mainly located in cities or in their vicinity. The graphs below show client profby education, occupation and gender in the QSR and CDR segment on the basis of KFC AmRest and Pizza Hut AmRest restaurants operating on the Plish market.

26%

63%

6%

3%2%

CD (PH Poland)Student/ pupil

Office employees / Proffesionals / Company ownersBlue collar worker

Unemployed / retired

Refusal

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CD (PH Polska)

Primary

Secondary

High school

Higher education

Currently, Rodeo Drive restaurants are operating in Warsaw, Wrocław, Poznań and Brno.

products are directed to a wide circle of individual clients via a chain of restaurants located in Poland, the Czech Republic, Hungary, Russia, Serbia, Bulgaria, and the USA, mainly located in cities or in their vicinity. The graphs below show client profiles by education, occupation and gender in the QSR and CDR segment on the basis of KFC AmRest and Pizza Hut AmRest restaurants operating on the Plish market.

2.3. Supply Chain

In the first half of 2009 the consumer priceinflation rate mainly as a result of an incrin the region (mainly in Poland as ) wasimproved export attractivenessWestern Europe where recession cau

Despite this unfavorable situation, AmRest managed to level which was possible was enabled by:

• protection of foreign exchange rate risk

• decrease in cheese and

• improvement in effectivenes on the level of chicken production through introducing new technologies at main

• increase in value of food purchase Russian market combined

AmRest priorities for the second half of 2009 AmRest include in chicken production, optimalization of the purchase process and dsuppliers and producers network.

54%46%

QSR (KFC Poland)

Male


the consumer price index in Europe significantly exceeded mainly as a result of an increase in the food prices. Increase in food prices

in the region (mainly in Poland as ) was caused by local currencies depreciation and improved export attractiveness, as well as change in purchasing structure, maWestern Europe where recession caused replacing beef with chicken.

situation, AmRest managed to keep food prices on the fixed was enabled by:

oreign exchange rate risk for products imported in 2009

decrease in cheese and food oil

improvement in effectivenes on the level of chicken production through introducing new technologies at main suppliers

increase in value of food purchase in Poland for Czech, Hungarian, Bulgarian and combined with setting PLN fixed prices.

AmRest priorities for the second half of 2009 AmRest include effectiveness , optimalization of the purchase process and development of food

suppliers and producers network.

QSR (KFC Poland)

Male Female 51%49%

CDR (PH Poland)

Male

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significantly exceeded Increase in food prices

local currencies depreciation and change in purchasing structure, mainly in

keep food prices on the fixed

for products imported in 2009

improvement in effectivenes on the level of chicken production through

in Poland for Czech, Hungarian, Bulgarian and

effectiveness improvement evelopment of food

Poland)

Male Female

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List of largest AmRest suppliers:

McLane – distributor in Poland

Agropol Food – supplier of chicken products in the Czech Republic

Drobimex – supplier of chicken products in Poland

Quantum Food LLC – beef supplier in US

Dachster E.S.T .– distributor in the Czech Republic

Mayer Germany – products of Burger King

Pepsi – drinks

Vandermortele – shortening

Cargill – oils in US

Huhtamaki – packaging

3. Management and Supervisory bodies of the Company

3.1. Composition of the Management Board and the Supervisory Board

On 8 May 2009 member of the AmRest Supervisory Board, Mr. Michael Tseytin, resigned from his function effective 8 May 2009 and without disclosing the reason. At the same time AmRest informed that the constitution of the Supervisory Board will be completed during the Annual Shareholders Meeting on 22 May 2009 (RB 24/2009).

During the General Shareholders’ Meeting of AmRest which took place on 22 May 2009 resolutions to complete the constitution of the Supervisory were passed, Mr. Leszek Kasperski was appointed Supervisory Board Member. Previously, AmRest informed about the motion received from one of the Company’s shareholders, BZ WBK AIB Asset Management S.A., with its registered head office in Poznan, to appoint Mr. Leszek Kasperski Supervisory Board Member. Details are included in RB 23/2009 dated 4 May 2009.

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Management Board

The Management Board of AmRest comprises:

Wojciech Mroczyński

Jacek Trybuchowski

Supervisory Board

The Supervisory Board of AmRest comprises:

Henry McGovern

Donald Macintosh Kendall Sr.

Donald Macintosh Kendall Jr.

Przemysław Aleksander Schmidt

Jan Sykora

Leszek Kasperski

4. Information important for the assessment of the Company’s personnel,

economic and financial position as well as its financial result

4.1. Important personnel changes

To improve AmRest operational effectiveness and continuously implement Company’s strategy, starting January 2009 new organizational structure, which establishes two main areas: Quick Service Restaurants (QSR) and Casual Dining Restaurants (CDR) has been introduced. Following the change, the position of QSR Chief Operating Officer has been filled by Drew O’Malley, previously Managing Director of AmRest Coffee Sp. z o.o. (Starbucks). At the same time Wojciech Mroczyński, so far responsible for driving

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longterm operational strategy for all brands, has been appointed to CDR Chief Operating Officer position. Wojciech Mroczyński remained a Board Member of AmRest.

4.2. Description of key domestic and foreign investments

Table: Purchases of non-current assets in AmRest Holdings SE (first half of 2009-2008)

Value in PLN’000 H1 2009 H1 2008

Intangible assets including:

Trademarks - -

Favourable lease agreements - -

Licences for the use of Pizza Hut and KFC 2 475 2 231

Goodwill - 38 037

Other intangible assets 2 273 2 214

Fixed assets including:

Land - -

Buildings 16 056 34 852

Equipment 14 427 15 306

Vehicles - 53

Other (in consideration of fixed assets under 27 967 12 881

Total 63 198 105 574

The investment expenditure incurred by AmRest relates mainly to new restaurants and the reconstruction and replacement of the value of non-current assets in the existing restaurants. The Company’s investment expenditure depends mainly on the number and type of restaurants opened.

In the first half of 2009 investments were financed mainly with operating cash flows and a bank loans. In 2009 total capital expenditure of AmRest amounted to PLN 63 198 thousand. The above amount comprises acquiring fixed assets of PLN 58 594 thousand and intangible assets of PLN 4 604 thousand.

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Table: Number of AmRest Holdings SE restaurants

a) QSR

Dated as at: 31.08.2009. 31.12.2008. 31.12.2007.

KFC

Poland 102 94 85

Czech 53 53 44

Hungary 16 15 13

Russia 38 41 22

Bulgaria 2 2 1

Serbia 2 1 1

Freshpoint Poland 7 7 7

Burger King

Poland 14 9 4

Czech 2 1 0

Bulgaria 2 2 0

Starbucks Poland 2 0 0

Czech 9 8 0

QSR Total 249 233 177

b) CDR

Dated as at: 31.08.2009. 31.12.2008. 31.12.2007.

Pizza Hut

Poland 53 55 50

Hungary 6 7 9

Russia 17 17 18

Rodeo Drive Poland 3 3 3

Czech 1 1 1

Applebee's USA 104 104 0

CDR Total 184 187 81

c) AmRest Group total

31.08.2009. 31.12.2008. 31.12.2007.

Openings 26 170 72

Closings 13 8 11

Net openings 13 162 61

Total number of restaurants 433 420 258

As at 31 August 2009 AmRest operated 433 restaurants total (420 as at 31 December 2008). In 2009 AmRest opened 23 restaurants and closed 13.

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The closures resulted mainly from reorganization of the Pizza Hut brand in Poland and the conversion of Multi Brands (KFC and Pizza Hut operating in one location) into independent KFC and/or Pizza Hut restaurants. Additionally, as a result of Russian portfolio restructuring, one acuisition in Moscow was annuled and one unprofitable restaurants was closed and that caused reducing number of RostiksKFC restaurants in Russia by total of 5.

The most of restaurants opened in the period discussed above, are located in Poland (19) and also in Russia (3), in Czech Republic (2), in Hungary (1) and in Serbia (1). Restaurants opened in 2009 are 11 KFC restaurants, 6 Burger King restaurants, 3 Starbucks stores and 3 Pizza Hut restaurants.

4.3. Other information

On January 6th, in reference to the conversion of AmRest into European Company on September 19th 2008 (RB 71/2008 dated September 22nd 2008), AmRest informed about the transfer of the Company’s registered office to Poland and the change of Company’s Articles of Association. The wording of the up-tp-dated articles has been attached to the RB 1/2009 dated January 6th 2008. AmRest is the first public company in Poland which operates in the form of European Company. The aim to convert AmRest into European Company was to increase the efficiency of the Company, i.e. improve the AmRest’s transparency and reduce operating and administrative costs (RB 1/2009 dated 6 January 2009).

On 24 March 2009 the contingent agreement for the sale of all shares in Sfinks Polska S.A. (“Sfinks”) owned by AmRest was finalized (a total of 3 061 786 shares at PLN 9.95 per share). The Company’s preliminary investment intentions in respect of Sfinks could not be realized as a result of the real valuation of the company based on the actual financial condition of Sfinks. The full assessment of the company’s condition was possible after changes in the management bodies of Sfinks; the previous Management Board did not give its consent to a Due Diligence process due to the equal access of all investors to the data of companies quoted on the Warsaw Stock Exchange. The company’s position was so difficult that to protect its assets and the shareholders’ interests a motion for bankruptcy was filed with the possibility of a constructive arrangement. Despite the will to render the company more efficient, the implementation of the recovery plan prepared based on multi-year experience of AmRest proved impossible due to the shareholding structure. At the same time, in connection with the above, there was no basis for accepting the initial price of Sfinks’s shares (in accordance with the law, the Sfinks share price at a subsequent call would not drop below PLN 19.41) as the key investment criterion of AmRest would not be met (a minimum of 20% IRR). The decision to withdraw from the investment in Sfinks took into consideration a partial return on the capital invested and allowing the other shareholders to improve the company’s position. In the first quarter of 2009, a final impairment write-down was made accordingly to the transaction from 24 March 2009, the impairment amounted to 2 527 thousand. The Management Board of AmRest informed of the details in current and periodical reports published by the Company in 2008 and 2009.

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On 8 April 2009 AmRest informed that the first Starbucks store was opened in Warsaw, Poland. Poland is the consecutive market where AmRest develops this brand. Currently AmRest operates a total of 11 Starbucks stores in Poland and Czech Republic (RB 20/2009).

On 22 May 2009, the Annual General Shareholders’ Meeting of AmRest took place. Shareholders holding at least 5% of the total number of voting rights at the General Shareholders’ Meeting were listed in RB 29/2009 dated 22 May 2009. The General Shareholders’ Meeting did not forego any of the items on the agenda and passed resolutions relating to the approval of the Directors’ Report on the activity of the Company and the AmRest Holdings SE capital group in the financial year 2008, the approval of the Company’s Financial Statements and Consolidated Financial Statements for the financial year 2008, to set aside the Company’s profit generated in the financial year 2008 as statutory reserve, On the release of liability for the exercise of their respective duties for the financial year 2008 of Members of the Management Board and the Supervisory Board, On changing the composition of the Supervisory Board (point 2.1), On the approval of the resolution of the Management Board of AmRest Holdings SE of 11 December 2008 on the Adoption of the International Financial Reporting Standards (IFRS) in respect of the financial year 2008. The contents of all the resolutions passed are included in the Appendix to RB 28/2008.

On 30 June 2009 AmRest informed about signing of annex to the Distribution Agreement (“Agreement”), dated 2 April 2003, concluded between AmRest Sp. z o.o. (“AmRest Poland”) and McLane Polska Sp. z o.o., with its registered office at Błonie (“Distributor”) on 30 June 2009. The Annex is coming into force after signing. Pursuant to this annex the term of the Agreement was extended for another 3 years, i.e. until 1 August 2013. Additionally both sides agreed that further extension of the term of the Agreement shall be concluded in writing by 1 December 2012, otherwise the Agreement would expire automatically on 1 August 2013. Besides the extension of the term of the Agreement, the annex concerns improvement of invoice flow between AmRest Poland and Distributor, change in charging distribution fee and includes new entity into the Agreement, AmRest Coffee Sp. z o.o. The objective of the above changes is to improve process of goods distribution to AmRest Poland restaurants and optimize delivery costs (RB 32/2009).

On 8 July 2009 roku AmRest was informed by Grove Ownership Holding LLC about willingness to realize sell option for remaining 20 % shares of AppleGrove Holdings LLC. Transaction will be finalized by the end of third quarter.

The Management Board of AmRest, with reference to regulatory announcements 20/2007 dated 21 May 2007 and 35/2007 dated 3 July 2007, informs that the acquisition of OOO Pizza Nord (currently OOO AmRest Russia) has been finally settled between Michael Tseytin (“Seller”) and AmRest. As a result of the settlement the Seller signed a one year Promissory Note under which he is obliged to pay a principal of USD 9.0 million to AmRest. The Promissory Note is secured by Share Pledge Agreement. The financial terms of Promissory Note do not differ from standard terms used in a given type of the agreement. Additionally, as a part of the settlement, a call option under which Micheal Tseytin had a right to acquire one of the key RostiksKFC locations in St. Petersburg was cancelled (RB 37/2009).

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5. Planned investment activities and assessment of their feasibility

AmRest plan is to continue to expand its business through a combination of organic growth in Central and Eastern Europe and M&As, both in the US and CEE. AmRest’s goal in Central and Eastern Europe is to further develop the basic Group brands, KFC and Pizza Hut, by opening new restaurants and increasing sales in the existing ones; developing new brands – Burger King and Starbucks – and engaging in regional expansion by entering new markets in the region. The growth strategy on the American market stipulates further acquisitions under the Applebee’s brand.

AmRest maintains a high rate of growth and opens several restaurants a year in Central and Eastern Europe. In 2009, the Company will continue its development and is planning to open ca. 50 restaurants in the region. Most of the openings planned for the current year relate to proven concepts (KFC and Pizza Hut) and basic markets (Poland and the Czech Republic). The Company intends to finance all openings in Europe with its own funds – positive cash flows generated internally by the existing AmRest restaurants. The plan of new openings will be adapted to market conditions and possibilities of acquiring new attractive locations in particular countries on a current basis. In 2009 AmRest will be very restrictive and selective each time in taking decisions on allocating its cash flows – the aim is to achieve at least a 20% IRR on each investment. The average cost of opening a new AmRest restaurant in Central and Eastern Europe varies on the location and type of restaurant and averages PLN 2.3 million.

The AmRest Group intends to spend a significant part of the capital expenditure in 2009 on new IT systems and integration of the systems currently possessed. The key projects will relate to implementing a new sales POS (Point of Sale) system, an ERP (Enterprise Resource Planning) system and a central reporting BI (Business Intelligence) system. The purpose of the new IT systems is to standardize the systems in all countries and achieve greater automation of business processes. These changes increase the productivity and effectiveness of work in the whole group and enhance the efficiency of business controlling and monitoring. The integration and improvement of the IT systems will form the basis for the further expansion and growth of AmRest.

The Management Board expects the long-term development to be financed mainly with own funds and additional external finance. The Company does not rule out the possibility of increasing its borrowings over the next few months – if an attractive acquisition option appears (organic development in 2009 in Europe will be financed exclusively with its own funds). In the opinion of the Management Board, the safe level of debt is a Net Debt/EBITDA ratio not exceeding 3.5 (as at the end of June 2009 the ratio amounted to: 2.2 Net Debt/EBITDA).

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6. External and internal factors material for the development of the

Company in 2009

In the opinion of the Management Board of AmRest, factors which have a significant impact on the future development of the Company and its future results comprise:

a) External factors

• competitiveness – in terms of price, quality of service, location and quality of food;

• demographic changes, trends in respect of the number of people suing the restaurants and the type and number, as well as location of competitors’ restaurants;

• changes in law and regulations with a direct impact on the operation of restaurants and the people employed there;

• change in costs of rental of the real estate and related costs;

• change in prices of foodstuffs used to prepare meals and change in prices of packaging materials;

• changes in the overall economic condition of Poland, the Czech Republic, Hungary, Bulgaria, Russia, Serbia and the United States, and consumer confidence, amount of disposable income and individual methods of spending money.

• ability to acquire financing;

• abrupt changes on the foreign currency markets.

b) Internal factors

• acquiring and preparing human resources necessary to develop the existing and new restaurant networks;

• acquiring attractive locations;

• effective implementation of new restaurant networks and products;

• building an integrated IT system.

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7. Basic risks and threats to which the Company is exposed

The Management Board of AmRest is responsible for the risk management system and internal control system as well as for the system of reviewing those systems in terms of their operating effectiveness. The systems help in the identification and management of risks which could prevent AmRest from realizing its long-term goals. Nevertheless, the existence of the systems does not allow for the total elimination of the risk of fraud and illicit actions. The Management Board of AmRest reviewed, analyzed and ranked the risks to which the Company is exposed. The current basic risks and threats have been summarized in this section. AmRest reviews and enhances its risk management systems and internal control systems on a current basis.

a) Factors outside the Company’s control

The risk is related to the impacts of factors outside the Company’s control on AmRest’s development strategy which bases on opening new restaurants. The factors include: possibilities of finding and ensuring available and appropriate restaurant locations, possibilities of obtaining the permits required by the relevant authorities on time, the possibility of delays in opening new restaurants.

b) Dependence on the franchiser

AmRest manages KFC, Pizza Hut, Burger King and Applebee’s restaurants as a franchisee, therefore, many factors and decisions in the course of the operations run by AmRest depends on restrictions or specifications enforced by the franchisers or on their consent.

The term of the franchise agreements relating to KFC, Pizza Hut and Burger King is 10 years. AmRest is entitled to an option to extend this period by a further 10 years, on condition that it meets the terms and conditions concluded in franchise agreements and other requirements, including making an appropriate payment in respect of the extension of the term of the agreement. The term of the franchise agreements relating to the Applebee’s brand is 20 years, with an option for extending it by a further 20 years – on similar conditions as the remaining AmRest brands.

Irrespective of meeting the above terms and conditions, there is no guarantee that after the end of the term the franchise agreement will be extended for a further period. In respect of KFC and Pizza Hut restaurants, the first period began in 2000, in respect of Burger King restaurants, the first period began in 2007 with the opening of the first restaurant of the brand. In respect of some of Applebee’s restaurants, the first period began in 2000. In respect of the remaining Applebee’s restaurants, the first period began in 2008.

c) Dependency on joint venture partners

I - 21


AmRest will open Starbucks restaurants by establishing Joint Venture Companies in Poland, the Czech Republic and Hungary on partnership terms, under joint venture agreements. Therefore, some decisions under jointly run operations will depend on partners’ consent.

The JV Agreements with Starbucks were concluded for a period of 15 years, with an option to extend them for a further 5 years after meeting specific terms and conditions. In the event that AmRest does not meet the obligation relating to opening and running a minimum number of stores, Starbucks Coffee International, Inc. will have a right to increase its share in the Joint Venture Companies by repurchasing shares of AmRest Polska at a price agreed by the parties on the basis of a valuation of the Joint Venture Companies.

d) Lack of exclusivity

Franchise agreements relating to operating KFC, Pizza Hut, Burger King and Applebee’s restaurants do not include provisions on awarding AmRest any exclusivity clauses on a given territory, protection or any other rights on the premises, area, or market surrounding AmRest restaurants. In practice, however, in connection with the scale of operations of AmRest (among other things, an extensive distribution network), the possibility of a competitive operator appearing (in respect of the brands currently operated by the Company), which could effectively compete with AmRest Group restaurants is relatively limited.

In respect of Starbucks, joint venture companies will be the only entities entitled to develop and run Starbucks stores in Poland, the Czech Republic and Hungary, without exclusivity rights to some of the institutional locations.

e) Rental agreements and their extension

Almost all AmRest restaurants operate in rented facilities. Most of the rental agreements are long-term, and usually they are concluded for a period of at least 10 years of the date of inception of the rental (on condition that all extension options are exercised, on specified terms and conditions, and without accounting for agreements which are periodically renewed, if they are not terminated on notice, and agreements for an unspecified period). Many rental agreements grant AmRest the right to extend the term of the agreement on condition that the Company abides by the terms and conditions of the rentals. Irrespective of the need to meet the terms and conditions, there is no guarantee that AmRest will be able to extend the periods of the rental agreements on terms and conditions satisfactory from the point of view of commercial practices. If there is no such possibility, the potential loss of significant restaurant locations may have an unfavourable impact on the operating results of AmRest and on its activities.

Moreover, in some circumstances, AmRest may take the decision to close a given restaurant and the termination of the respective rental agreement on cost-effective terms may prove impossible. Such situation may also have a negative impact on the

I - 22


Company’s operations and operating results. Closing any restaurant depends on the consent of the franchiser, and it is uncertain whether such consent would be obtained.

In respect of Russian restaurants acquired by AmRest in July 2007, the average rental period is relatively shorter compared with AmRest restaurants in other countries. This results from the specific nature of the market.

f) Risk related to consumption of food products

Consumer preferences may change in connection with doubts arising as to the nutritional value of chicken, which are the main component of the KFC menu, or as a result of unfavourable information proliferated by mass media relating to the quality of products, diseases caused by them and damage incurred as a result of using AmRest restaurants and restaurants of other franchisees of KFC, Pizza Hut, Burger King, Starbucks and Applebee’s, and as a result of disclosing unfavourable data by the government or a given market sector relating to products served in AmRest restaurants and at other KFC, Pizza Hut, Burger King, Starbucks and Applebee’s franchisees’, health issues and issues relating to the manner of functioning of one or a larger number of restaurants operated by AmRest, and its competitors. The risk referred to above is limited by using the highest quality components in AmRest restaurants – from checked and renowned suppliers, abiding by stringent quality and hygiene standards and applying state of the art equipment and processes enabling the total safety of the food.

g) Risk related to restrictions imposed by the lenders

In accordance with the loan agreements concluded with banks under the “Club Deal”, the AmRest Group committed itself to abiding by certain restrictions in respect of drawing loans and borrowings, incurring capital expenditure, granting security and disposing of assets, as well as to maintaining specific values of financial ratios. It is possible that accepting the said commitments may significantly limit AmRest’s operations in the future, and potentially refraining from meeting the commitments may lead to the need for early repayment of loan tranches drawn which in turn may have a negative impact on the financial condition and results of AmRest.

h) Risk related to the development of new brands

In January 2008 AmRest Coffee opened the first Starbucks store in the Czech Republic. Moreover, since the 3rd quarter of 2008 the Company has been consolidating the results of its Applebee’s restaurants. As these are completely new concepts for AmRest there is a risk related to demand for the products offered and their acceptance by consumers.

i) Risk related to opening restaurants in new countries

Openings or acquisitions of restaurants operating on a new geographical and political territory are connected with a risk of different consumer preferences, risk of lack of good

I - 23


knowledge of the market, risk of legal restrictions resulting from local regulations and the political risk in these countries.

j) Foreign exchange risk

AmRest results are prone to currency risk related to transactions in currencies other than the currency in which the business operations are measured in particular Group companies.

The weakening of currencies in Central and Eastern Europe vs. EUR and USD which in the short term may impact the cost structure of the Company. Despite having hedged most foreign exchange exposures related to supplying raw materials in 2009, the Company is still exposed to foreign exchange risk related to a portion of the existing rental agreements denominated in EUR and USD.

k) Risk of increased financial costs

In 2008, the Company significantly increased its external debt. The increased financial costs resulting from servicing debt may lead to pressures on the net profit margin.

l) Risk of slowdown in the economies

The slowdown in the economies of Central and Eastern Europe and the United States of America may have an impact on disposable income in those markets which, in turn, may impact the results of AmRest restaurants operating in those markets.

m) Risk of seasonality of sales

The seasonality of sales and inventories of the AmRest Group is not significant which is typical for the whole restaurant industry. On Central and East European markets restaurants have lower sales in the first half of the year which is mainly the result of a smaller number of days of sale in February and lower number of customers in the restaurants. In the second half of the year, restaurants generate higher sales revenues in connection with increased tourist activity in the third quarter of the year and – traditionally – a higher number of customer visits in autumn. Additionally, in the last months of the year, the Christmas season is clearly visible and restaurants located in shopping centres generate exceptionally good results. The United States market is characterized by an opposite relation. After a period of lower sales in the summer months and a slight revival related to the holiday season, the first half of the year is a period of increased activity in connection with the use of holiday vouchers, promotional coupons and a high number of holidays.

n) Risk of change in consumers’ preferences

I - 24


A potential risk which could have an unfavourable impact on the sales is a change in the consumers’ preferences in connection with doubts as to the health values of the chicken which is the key product of the KFC chain. This may be caused by unfavourable information relating to chicken consumption and diseases transmitted by poultry proliferated by mass media. The risk referred to above is limited by using the highest quality components in AmRest restaurants – from checked and renowned suppliers, abiding by stringent quality and hygiene standards and applying state of the art equipment and processes enabling total safety of the food.

o) Risk related to implementing new IT systems

Costs related to implementing new IT systems may in the short term have a negative impact on the Company’s results. However, in the long term, the expected benefits will have a negative impact on the Group’s profitability.

8. The Company’s development directions and strategy

AmRest's strategy is to achieve market dominance* through acquisitions & operating scalable ($50+m in annual sales), highly profitable (20%+IRR) branded QSR & CD restaurants concepts. AmRest, through its “Wszystko Jest MoŜliwe!” culture delivers craveble taste and exceptional service at affordable prices.

* Dominance defined as clear sales leader in the country.

a) Central and Eastern Europe

AmRest assesses that in respect of the brands currently operated by the Company in Central and Eastern Europe, the current market potential on the markets on which it operates is many times higher than the currently held restaurant portfolio. Therefore, the Company plans to significantly accelerate its growth. Until the end of 2009 AmRest plans to increase its sales revenues in Central and Eastern Europe threefold (compared with 2006). AmRest will realize its strategy in Central and Eastern Europe by continuing development of the existing brands in the countries in which it is present, increasing sales of existing restaurants, introducing new brands and further acquisitions in the region.

In the following years, in Central and Eastern Europe, AmRest plans to grow at a rate of ca. 20% per annum in terms of sales revenues. The planned increase in the pace of growth and significantly increased number of new restaurants will have a short-term pressure on the net profit margin, related to increased financial costs (costs related to servicing debt) and increased one-off costs of opening new restaurants. A material pillar of the Group’s development will also be the integration and improvement of IT systems.

I - 25


The Company intends to consistently continue actions aimed at increasing their customer value. By further excelling in customer service, offering tasty dishes prepared with fresh components and introducing new products AmRest intends to increase clients’ awareness of the excellent value-for-money of the services.

b) The United States

The acquisition of shares in AppleGrove which operates 104 Applebee’s restaurants in the United States of America means the entry of AmRest on the largest global restaurant market and a significant strengthening of its Casual Dining Restaurants segment.

The growth strategy on the American market stipulates acquisitions and consolidations under the Applebee’s brand. Our purpose is further use of the wide experience of the management of AppleGrove in consolidating Applebee’s business and using the potential of the Applebee’s brand – the largest casual dining chain in the world.

I - 26


9. Management representations

9.1. Correctness and fairness of the presented financial statements

The Management Board of AmRest Holdings SE hereby represents that to its best knowledge, the financial statements and comparable data presented in the semi-annual financial statements of the AmRest Group have been prepared in accordance with the binding accounting policies and that they give a true and fair view of the financial position of the AmRest Group and its results. The semi-annual Directors Report included in this document reflects the actual development and achievements and the position of the AmRest Group, including a description of the basic risks and threats.

9.2. Appointment of the registered audit company

The registered audit company – PricewaterhouseCoopers Sp. z o.o., has reviewed the semi-annual consolidated financial statements of the AmRest Group, was appointed in accordance with the legal regulations. Both the registered audit company and the registered auditors who performed the review met the conditions necessary to issue an unbiased and independent report based on the review, in accordance with appropriate regulations.

Wrocław, 31 August 2009

Wojciech Mroczyński Jacek Trybuchowski

AmRest Holdings SE AmRest Holdings SE

Board Member Board Member

II - 1

Part II_Supplement to Directors’ Report AmRest Holdings SE Report for the First Half of 2009


Part II Supplement to Directors’ Report

Content:

1. AmRest Holdings SE Management comments on previously Publisher forecasts and possibility of their implementation their implementation II-2

2. Shareholders owning at least 5% of shares as of the date of this report publication II-2

3. Changes in the number of Soares Or share options owned by Supervisory and Management Board Members II-3

4. Information on pending against the Company court arbitration or administrative proceedings whose single or aggregate value exceeds 10% of the Company’s equity II-3

5. Composition of the Capital Group II-4

6. Loans and borrowings within the Group II-4

7. Information on transactions or agreements resulting in related party transactions II-5

8. Information on sureties in respect of loans or guarantees issued by the Company whose value represent 10% or more of the Company’s equity II-5

9. Information on redeemed and repaid debt securities issued by the Company II-6

10. Information on dividends paid during the period covered by these financial statements II-6

II-2


1. AmRest Holdings SE Management comments on previously Publisher

forecasts and possibility of their implementation their implementation

The Company has not published any forecasts of financial results.

2. Shareholders owning at least 5% of shares as of the date of this report

publication

According to the information in the Company’s possession, as at the date of this report publication (31 August 2009), the following shareholders gave information on holding directly or indirectly (via subsidiaries) at least 5% of the total number of votes at the General Shareholders’ Meeting of AmRest:

Shareholders Number of

shares

Share in share

capital %

Number of voting

rights

Voting rights at

the GSM %

BZ WBK AIB AM * 2 870 940 20,24 2 870 940 20,24%

ING OFE 2 481 314 17,49 2 481 314 17,49%

Henry McGovern ** 1 348 010 9,5 1 348 010 9,50%

Commercial Union OFE 1 000 000 7,05 1 000 000 7,05%

Otwarty Fundusz Emerytalny PZU "Złota Jesień"

745 257 5,25 745 257 5,25%

* BZ WBK AIB AM manages assets which include, among other things, funds belonging to BZ WBK AIB TFI (14,41% according

to information from AmRest) ** shares held directly by Henry McGovern and his wholly-owned subsidiaries, i.e. IRI and MPI

2.1.Changes in shareholding structure

The Company has obtained the following information relating to changes in ownership structure since the last periodical report was published (report for the first quarter of 2009 published on 15 May 2009):

On 7 July 2009, as a result of the purchase of shares as of 25 June 2009, Otwarty Fundusz Emerytalny PZU “Złota Jesień” (“OFE PZU”) became holder of a total of 745 257 shares in AmRest, which constitutes 5.25% of the Company’s initial capital and entitles to 745 257 votes, i.e. 5.25% of the total number of votes at the Company’s Meeting of Shareholders. Prior to the change OFE PZU held a total of 610 468 shares in AmRest, which constituted 4.30% of the Company’s initial capital and entitled to a total of 610 468 votes, i.e. 4.30% of the total number of votes at the Company’s Meeting of Shareholders (RB 33/2009).

On 8 July 2009, as a result of sale of shares, as of 2 July 2009, funds managed by BZ WBK AIB Towarzystwo Funduszy Inwestycyjnych S.A. (“BZ WBK TFI”) became holders of a total of 2 044 828 shares in AmRest, which constitutes 14.41% of the Company’s initial capital and entitles them to 2 044 828 votes, i.e. 14.41% of the total number of votes at

II-3


the Company’s Meeting of Shareholders. Prior to the change the funds managed by BZ WBK TFI held a total of 2 131 828 shares in AmRest, which constituted 15.03% of the Company’s initial capital and entitled to a total of 2 131 828 votes, i.e. 15.03% of the total number of votes at the Company’s Meeting of Shareholders (RB 34/2009).

2.2. Other information on shareholdings

The Management Board of AmRest does not have any information on agreements (including agreements concluded after the balance sheet date) as a result of which the proportion of shares held by the current shareholders could change.

The Management Board of AmRest does not have any information relating to holders of securities which give special controlling rights in respect of the Company.

3. Changes in the number of Soares Or share options owned by Supervisory

and Management Board Members

Pursuant to the information available to the Company no changes occurred with respect to AmRest shares and stock options held by the members of the Management and Supervisory Boards of AmRest after the publication of the previous quarterly report (i.e. 15 May 2009).

4. Information on pending against the Company court arbitration or

administrative proceedings whose single or aggregate value exceeds

10% of the Company’s equity

As the day of this report publication there is proceeding pending in Appeal Court in Wrocław resulting from Tomasz Morawski’s claim against AmRest sp. z o.o. (“AmRest Polska”) dated 9 July 2009. Previously, Company informed about a verdict dismissing Tomasz Morawski’s compensation claim in connection with AmRest Poland not purchasing the shareholding of Sfinks Polska S.A. in the possession of Plaintiff (RB 15/2009, RB 30/2009).

On 29 May 2009, with reference to the Regulatory Announcement No 15/2009 dated 12 March 2009, AmRest informed that on the previous day took place the first hearing in the trial of Tomasz Morawski against AmRest Sp. z o.o. (“AmRest Poland”), 100% subsidiary of AmRest, for payment of a compensation in the amount of PLN 59,4 million. On the hearing the District Court in Wroclaw issued a verdict dismissing Tomasz Morawski’s claims in full and awarding litigation’s costs in favor of AmRest Poland. The verdict was not final and not binding (RB 30/2009).

II-4


5. Composition of the Capital Group

The current composition of the AmRest Group was presented in the Attachment to AmRest Holdings SE Report for the First Half of 2009.

The Group’s offices are in Wrocław, Poland. Currently, the restaurants operated by the Group are located in Poland, the Czech Republic, Hungary, Russia, Serbia, Bulgaria and the USA.

6. Loans and borrowings within the Group

A schedule of all loans granted to related entities is as follows:

a) AmRest Holdings SE

Borrower Loan

currency

in PLN’000

value of loans

granted as per

the

agreements*

Value of loans

as at

30/06/2009**

American Restaurants s.r.o. CZK 28 895 32 531

* translated at the NBP rate prevailing on 30/06/2009

** including interest accrued until 30/06/2009

b) AmRest sp. z o.o.

Borrower Loan

currency

in PLN’000

Value of loans

granted as per

the

agreements*

Value of loans

as at

30/06/2009**

American Restaurants EOOD PLN 5 940 6 493

IFFP PLN 985 1 240

AmRest LLC USD 6 141 6 311

* translated at the NBP rate prevailing on 30/06/2009

** including interest accrued until 30/06/2009

II-5


7. Information on transactions or agreements resulting in related party

transactions

7.1. Agreements with related entities

On 29 January 2009 AmRest informed about the capital increase in its subsidiary AmRest Coffee s.r.o. (“AmRest Coffee Czech”). The share capital of AmRest Coffee s.r.o. was increased by CZK 45 000 000 through cash contribution made by AmRest Sp. z o.o. and Starbucks Coffee International Inc. Following the registration of this change the share capital of AmRest Coffee s.r.o. amounts to CZK 224 004 000. After this change share structure remains as previously: AmRest Sp. z o.o. - 82%, Starbucks Coffee International Inc – 18% (RB 4/2009).

On 22 May 2009 AmRest informed about the capital increase in its subsidiary AmRest Coffee Sp. z o.o. (“AmRest Coffee Polska”). The share capital of AmRest Coffee Polska was increased by PLN 7 500 000 through cash contribution made by AmRest Sp. z o.o. and Starbucks Coffee International Inc. The court in Wroclaw registered this change on 12 May 2009. Following the registration of this change the share capital of AmRest Coffee Polska amounts to PLN 17 565 000. After this change share structure remains as previously: AmRest Sp. z o.o. - 82%, Starbucks Coffee International Inc – 18% (RB 27/2009).

On 18 June 2009 AmRest informed about the capital increase in its subsidiary AmRest Coffee s.r.o. (“AmRest Coffee Czech”). The share capital of AmRest Coffee s.r.o. was increased by CZK 16 100 000 through cash contribution made by AmRest Sp. z o.o. and Starbucks Coffee International Inc. The court in Prague registered this change on 8 June 2009. Following the registration of this change the share capital of AmRest Coffee s.r.o. amounts to CZK 240 104 000. After this change share structure remains as previously: AmRest Sp. z o.o. - 82%, Starbucks Coffee International Inc – 18% (Rb 31/2009).

On 24 July 2009 AmRest informed about the notification received from the Member of the Management Board of the Subsidiary Company, on sale of 19 689 AmRest shares by SCM Sp. z o.o. (“SCM”) between 20-24 July 2009, at average price PLN 54.08. The transaction has been concluded in connection with the fact that since 6 October 2008 AmRest Sp. z o.o. (“AmRest Poland”) has been a majority shareholder at SCM. AmRest Poland is 100% subsidiary of AmRest. Pursuant to Article 363.4 of KSH SCM had a duty to sell AmRest shares within certain period of time. After these transactions SCM is not in possession of any AmRest shares. Member of the SCM Management Board is in the possession of 44% shares of SCM. AmRest Poland is an owner of 51% shares of SCM. Above transactions was executed on the Warsaw Stock Exchange (RB 36/2009).

8. Information on sureties in respect of loans or guarantees issued by the

Company whose value represent 10% or more of the Company’s equity

II-6


During the period covered by this report, the Company hasn’t issued the sureties in respect of loans or guarantees whose value represent 10% or more of the Company’s equity.

9. Information on redeemed and repaid debt securities issued by the

Company

The Company redeemed bonds of total value PLN 10 000 thousand. Redemption of bonds follows the Bond Issuance Agreement that has been signed between AmRest Sp. z o.o. and ABN AMRO Bank (Polska) S.A. on 9 July 2008 (RB 60/2008).

10. Information on dividends paid during the period covered by these

financial statements

No dividends were paid during the period covered by these financial statements.

III - 1

Part III _Selected Financial Data AmRest Holdings SE Report for the First Half of 2009


Part III

Selected Financial Data

1. Selected financial data III-2

III - 2

Part III _Selected Financial Data AmRest Holdings SE Report for the First Half of 2009

1. Selected financial data

Selected financial data, including key items of the stand-alone financial statements as at and for the period ended on June 30TH 2009

*no dividends were paid in 2009 and in 2008

Assets and liabilities are translated into the Polish złoty at exchange rates quoted for the balance-sheet date by the National

Bank of Poland. Income and expenses are translated at exchange rates approximated to the rates quoted for the date of a

given transaction.

The selected financial data were translated into the euro in accordance with the following policies:

*assets and liabilities – at mid exchange rates quoted by the National Bank of Poland for a given balance-sheet date;

*items in the income statement – at exchange rates representing the arithmetic averages of the exchange rates quoted by the

National Bank of Poland for the last day of each month in a given calendar quarter.

in thousands of Polish zloty

6 months

2009 in

thousands of

Polish zloty

6 months

2008 in

thousands of

Polish zloty

6 months

2009 in

thousands

EURO

6 months

2008 in

thousands

EURO

Restaurant sales - - - -

Operating profit - - - -

Pre-tax profit (377) (572) (84) (164)

Net profit (377) (572) (84) (164)

Total assets 426 064 420 619 95 325 125 401

Total liabilities and provisions 77 785 73 121 17 403 21 800

Long-term liabilities 71 699 69 916 16 041 20 844

Short-term liabilities 6 086 3 205 1 362 956

Total equity 348 279 347 498 77 922 103 601

Issued capital 427 545 96 162

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Part IV _Auditor’s Report AmRest Holdings SE Report for the First Half of 2009


Part IV

Auditor’s Report

IV - 2


IV - 3


Documents

AmRest Holdings SE Capital Group · Description of the Company I-3 3. ... wo rk optimalization and process AmRest actions also includ further ... customers a wide selection of excellent